Pitney Bowes Announces Cash Tender Offers for Notes

2013-02-26 11:17 ET - News Release

STAMFORD, Conn. -- (Business Wire)

Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney Bowes”)
today announced it has commenced cash tender offers (the “Offers”) for
its 4.875% Medium-Term Notes due 2014 (the “2014 Notes”), 5.000% Notes
due 2015 (the “2015 Notes”) and 4.750% Medium-Term Notes due 2016 (the
“2016 Notes” and, together with the 2014 Notes and the 2015 Notes, the
“Notes”).

Concurrently with the Offers, the Company intends to offer and sell new
debt securities of the Company through an underwritten public offering
(the “Notes Offering”). The net proceeds of the Notes Offering, in
addition to cash on hand, will be used to finance the purchase of the
Notes validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the Offers, and to pay all fees and expenses in
connection therewith.

The Offers are being made pursuant to an Offer to Purchase, dated
February 26, 2013 (the “Offer to Purchase”) and related Letter of
Transmittal, dated February 26, 2013 (the “Letter of Transmittal”),
which set forth a description of terms of the Offers. A summary of the
Offers is outlined below:

Title of Security/

CUSIP No.

Outstanding Principal Amount

Maximum Series Tender Cap

Reference U.S. Treasury Security

Bloomberg Reference Page

(1)

Fixed Spread (Basis Points)

Early Tender Premium

(2)

4.875% Medium-Term Notes due 2014 (CUSIP No. 72447WAU3)

$450,000,000

$160,000,000

0.250% due January 31, 2015

BBT1

50

$30

5.000% Notes due 2015 (CUSIP No. 724479AG5)

$400,000,000

$100,000,000

0.250% due January 31, 2015

BBT1

150

$30

4.750% Medium-Term Notes due 2016 (CUSIP No. 72447XAA5)

$500,000,000

$50,000,000

0.375% due February 15, 2016

BBT1

200

$30

(1) The applicable page on Bloomberg from which the Joint Dealer
Managers will quote the bid side prices of the applicable Reference U.S.
Treasury Security.

(2) Per $1,000 principal amount of Notes.

The Offers are scheduled to expire at 11:59 p.m., New York City time, on
March 25, 2013, unless any one or more of the Offers are extended or
earlier terminated by the Company in its sole discretion (such date and
time, as the same may be extended with respect to any one or more of the
Offers, the “Expiration Time”). Holders of the Notes must validly tender
their Notes at or before 5:00 p.m., New York City time, on March 11,
2013, unless extended by the Company (such date and time, as the same
may be extended with respect to any one or more of the Offers, the
“Early Tender Time”), to be eligible to receive the Total Consideration
(as defined below). Tenders of the Notes may be validly withdrawn at any
time prior to 5:00 p.m., New York City time, on March 11, 2013, unless
extended by the Company with respect to any one or more of the Offers.
After such time, the Notes may not be validly withdrawn except as
otherwise provided in the Offer to Purchase or as required by law.

The consideration paid in each of the Offers will be determined in the
manner described in the Offer to Purchase by reference to a fixed spread
over the yield to maturity of the applicable U.S. Treasury Security (the
“Reference U.S. Treasury Security”) specified in the table above and on
the cover page of the Offer to Purchase in the column entitled
“Reference U.S. Treasury Security.” Holders who validly tender and do
not validly withdraw the Notes at or prior to the Early Tender Time that
are accepted for purchase will receive the “Total Consideration,” which
includes an early tender payment of $30 per $1,000 principal amount of
the Notes accepted for purchase (the “Early Tender Premium”). Holders
who validly tender and do not validly withdraw the Notes after the Early
Tender Time but at or prior to the Expiration Time that are accepted for
purchase will receive the Total Consideration minus the Early Tender
Premium. In addition, in each case Holders will receive accrued and
unpaid interest on their Notes up to, but excluding, the applicable
settlement date.

The principal amount of each series of Notes purchased pursuant to the
Offers will not exceed the applicable Maximum Series Tender Cap. Subject
to the terms and conditions of the Offers, the Company may, at its
option, accept for purchase and pay for (i) promptly after the Early
Tender Time and at or prior to the Expiration Time (such payment date
being the “Early Settlement Date”), a portion of the Notes of any series
that are validly tendered and not validly withdrawn at or prior to the
Early Tender Time up to the applicable Maximum Series Tender Cap, and
(ii) promptly after the Expiration Time, accept for purchase and pay for
a principal amount of the Notes of each series up to the applicable
Maximum Series Tender Cap, less the principal amount of any Notes of
such series purchased on the Early Settlement Date (if any), in each
case subject to proration as described in the Offer to Purchase. If the
aggregate principal amount of Notes for a particular series validly
tendered at or prior to the Early Tender Time is equal to or in excess
of the applicable Maximum Series Tender Cap, no additional Notes of such
series will be accepted for purchase after the Early Tender Time.

Each Offer is being made independent of each other Offer. No Offer is
conditioned on any of the other Offers or upon any minimum principal
amount of the Notes of any series being tendered. The Company may extend
or otherwise amend the Early Tender Time or the Expiration Time, or
increase or decrease the Maximum Series Tender Caps, with respect to any
or all of the Offers, without extending or otherwise reinstating the
withdrawal rights of Holders, with respect to one or more of the Offers,
unless required by law (as determined by the Company in its sole
discretion).

The Company’s obligation to accept for purchase, and to pay for, any
Notes validly tendered pursuant to the Offers is subject to and
conditioned upon the satisfaction of, or the Company’s waiver of, (i)
the Company receiving funds in the Notes Offering on terms and
conditions reasonably satisfactory to the Company and (ii) the other
conditions described in the Offer to Purchase under the heading “Terms
of the Offers—Conditions of the Offers”.

This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities, including any debt securities pursuant to
the Notes Offering. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such offer, solicitation, or sale
would be unlawful. The Offers are being made solely pursuant to terms
and conditions set forth in the Offer to Purchase and the Letter of
Transmittal.

Goldman, Sachs, & Co. (“Goldman Sachs”) and J.P. Morgan Securities LLC
(“J.P. Morgan”) are serving as Joint Dealer Managers for the Offers.
Questions regarding the Offers may be directed to Goldman Sachs at
800-828-3182 (toll free) or 212-357-6436 (collect), or to J.P. Morgan at
866-834-4666 (toll free) or 212-834-2494 (collect). Requests for the
Offer to Purchase or the Letter of Transmittal or the documents
incorporated by reference therein may be directed to Global Bondholder
Services Corporation, which is acting as Tender and Information Agent
for the Offers, at the following telephone numbers: banks and brokers,
212-430-3774; all others toll free at 866-470-4200.

About Pitney Bowes

Pitney Bowes provides technology solutions for small, mid-size and large
firms that help them connect with customers to build loyalty and grow
revenue. The Company’s solutions for financial services, healthcare,
legal, nonprofit, public sector and retail organizations are delivered
on open platforms to best organize, analyze and apply both public and
proprietary data to two-way customer communications. Pitney Bowes is the
only firm that includes direct mail, transactional mail, call centers
and in-store technologies in its solution mix along with digital
channels such as the Web, email, live chat and mobile applications.
Pitney Bowes has approximately USD $5 billion in annual revenue and
27,000 employees worldwide. Pitney Bowes: Every connection is a new
opportunity™. www.pb.com

Forward-Looking Statements

This press release contains “forward-looking statements” about our
expected or potential future business and financial performance. For us
forward-looking statements include, but are not limited to, statements
about our future revenue and earnings guidance and other statements
about future events or conditions. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties
that could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not limited
to: mail volumes; the uncertain economic environment; timely
development, market acceptance and regulatory approvals, if needed, of
new products; fluctuations in customer demand; changes in postal
regulations; interrupted use of key information systems; management of
outsourcing arrangements; foreign currency exchange rates; changes in
our credit ratings; management of credit risk; changes in interest
rates; the financial health of national posts; and other factors beyond
our control as more fully outlined in the Company’s 2012 Form 10-K
Annual Report and other reports filed with the Securities and Exchange
Commission. Pitney Bowes assumes no obligation to update any
forward-looking statements contained in this document as a result of new
information, events or developments.